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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 1, 2024

Rocket Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3943284-4946470
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)
1050 Woodward Avenue
Detroit, MI 48226
(Address of principal executive offices) (Zip Code)
(313) 373-7990
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A common stock, par value $0.00001 per shareRKTNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02    Results of Operations and Financial Condition.

On August 1, 2024, Rocket Companies, Inc. (the "Company") issued a press release announcing its results for the second quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Item 7.01     Regulation FD.

On August 1, 2024, the Company made available on its website at https://ir.rocketcompanies.com/home/default.aspx supplemental financial information with respect to the results for the second quarter ended June 30, 2024.

The Company also announced that it will be hosting its first Investor Day on September 10, 2024, in downtown Detroit. The event will feature presentations and engagement opportunities with Rocket Companies’ leadership, immersive demo experiences, and a tour of downtown Detroit and our Company. The event will be held in person, and a webcast will be available on our investor relations website at https://ir.rocketcompanies.com.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, and Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 1, 2024


ROCKET COMPANIES, INC.
By:/s/ Tina V. John
Name:Tina V. John
Title:Executive Legal Counsel and Secretary


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Rocket Companies Announces Second Quarter 2024 Results

•Generated Q2'24 total revenue, net of $1.3 billion and adjusted revenue of $1.2 billion. Adjusted revenue exceeded the high end of guidance range and increased year-over-year for the fourth straight quarter
•Reported Q2'24 GAAP net income of $178 million, or $0.01 per GAAP diluted earnings per share and adjusted net income of $121 million, or $0.06 per adjusted diluted earnings per share
•Delivered Q2'24 adjusted EBITDA of $225 million, increasing year-over-year for the fifth straight quarter

DETROIT, August 1, 2024 – Rocket Companies, Inc. (NYSE: RKT) (“Rocket Companies” or the “Company”), the Detroit-based fintech platform company including mortgage, real estate and personal finance businesses, today announced results for the second quarter ended June 30, 2024.

"Our team achieved impressive results in Q2. We, again, grew our purchase market share year-over-year by making continuous improvements across our processes, teams, marketing, and technology. We also delivered year-over-year top-line growth for the fourth straight quarter and expanded profitability for the fifth quarter in a row," said Varun Krishna, CEO and Director of Rocket Companies. "We consider ourselves the most optimistic company in America. Every day, Rocket makes 30-year bets on people who make 30-year bets on themselves. With our AI-fueled homeownership strategy, and by helping our clients overcome obstacles to achieve their dreams, we are making the homeownership experience easier and more accessible for all."

Second Quarter 2024 Financial Summary 1

ROCKET COMPANIES
($ in millions, except per share amounts)

Q2-24
Q2-23
YTD 24
YTD 23
(Unaudited)(Unaudited)
Total revenue, net$1,301 $1,236 $2,684 $1,902 
Total expenses$1,109 $1,098 $2,194 $2,180 
GAAP Net income (loss)
$178 $139 $469 $(272)
Adjusted revenue$1,228 $1,002 $2,391 $1,884 
Adjusted net income (loss)$121 $(33)$205 $(144)
Adjusted EBITDA$225 $18 $399 $(61)
GAAP diluted earnings (loss) per share
$0.01 $0.05 $0.13 $(0.11)
Adjusted diluted earnings (loss) per share$0.06 $(0.02)$0.10 $(0.07)

($ in millions)
Q2-24
Q2-23
YTD 24
YTD 23
Select Metrics(Unaudited)(Unaudited)
Closed loan origination volume$24,662 $22,330 $44,867 $39,260 
Gain on sale margin2.99 %2.67 %3.05 %2.54 %
Net rate lock volume$25,050 $22,244 $47,412 $41,779 

1 "GAAP" stands for Generally Accepted Accounting Principles in the U.S. Please see the sections of this document titled "Non-GAAP Financial Measures" and "GAAP to non-GAAP Reconciliations" for more information on the Company's non-GAAP measures and its share count. Certain figures throughout this document may not foot due to rounding.


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Second Quarter 2024 Financial Highlights

•Generated total revenue, net of $1.3 billion and GAAP net income of $178 million, or $0.01 per diluted share. Generated total adjusted revenue of $1.2 billion and adjusted net income of $121 million, or adjusted earnings of $0.06 per diluted share.

•Rocket Mortgage generated $24.7 billion in closed loan origination volume, a 10.4% increase over the same period of the prior year.

•Gain on sale margin was 2.99%, an increase of 32 bps over the same period of the prior year.

•Total liquidity was $8.6 billion, as of June 30, 2024, which includes $1.3 billion of cash on the balance sheet, and $1.9 billion of corporate cash used to self-fund loan originations, $3.4 billion of undrawn lines of credit, and $2.0 billion of undrawn MSR lines of credit.

•Servicing portfolio unpaid principal balance, which includes subserviced loans, was $534.6 billion or 2.6 million loans serviced as of June 30, 2024. The portfolio generates approximately $1.4 billion of recurring servicing fee income on an annualized basis. We acquired mortgage servicing right ("MSR") portfolios in the quarter, for total consideration of $315 million. The MSR acquisitions added $20.8 billion of unpaid principal balance of loans with a blended weighted average coupon higher than our current portfolio, providing a compelling refinance opportunity when rates decline.

Second Quarter 2024 Company Highlights

•We expanded purchase share year-over-year through numerous optimizations in our processes, teams, marketing, and technology capabilities.

•Rocket Mortgage was named #1 in the nation in J.D. Power's 2024 study for client satisfaction in mortgage servicing, the 10th year Rocket Mortgage has earned the accolade. J.D. Power surveyed more than 11,000 American homeowners to determine the rankings. J.D. Power has ranked Rocket Mortgage #1 in client satisfaction for primary mortgage origination and mortgage servicing a total of 22 times – the most of any mortgage lender.

•Our home equity loan product continues to resonate strongly with clients, offering a compelling solution to tap into home equity without impacting the lower rate on a client's first lien mortgage. In Q2 2024, home equity loan volume more than doubled compared to the same period last year, setting a new record. During the quarter, we enhanced the speed and efficiency of our home equity loan process through the launch of an Automated Valuation Model (AVM). AVM represents a major upgrade, providing a cost-efficient digital alternative to traditional in-person appraisals. This innovation allows us to deliver cash from home equity loans in as little as 7 business days, meeting our clients' needs with unprecedented speed and accuracy.

•We expanded our AI-powered live chat, the preferred asynchronous mode of communication for both new and older generations, across the client journey. With chat, we quickly and accurately gauge client intent upfront, and provide personalized solutions at scale. This has resulted in higher satisfaction for both clients and team members, as well as significantly higher conversion rates. Recent data shows that clients using chat have conversion rates three times higher compared to those who didn't leverage chat.

•We expanded the roll out of Rocket Logic Assistant, our AI-powered personal assistant, to our entire banking team. Rocket Logic Assistant transcribes client calls and automatically completes mortgage applications in real-time, super-charging our bankers’ productivity and reducing fatigue. Rocket Logic Assistant seamlessly generates more than 300,000 detailed transcripts weekly from outbound calls.

•In June, we launched MSR audit automation, an upgraded workflow system that streamlines the loan onboarding process and drives efficiency at scale. With this new system, our capital markets team can now complete MSR audits in half the time. This enhancement allows us to onboard MSR portfolios more quickly, efficiently, and accurately, which is essential as we expand our portfolio.
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•In May, Rocket Companies appointed Shawn Malhotra as its first Chief Technology Officer. In this role, Malhotra will oversee the development and implementation of technology across the entire Rocket Companies ecosystem, including AI development, Data Science, Product Engineering, Technology Operations and Information Security – among other areas. Previously, Malhotra held a variety of technology leadership roles at Thomson Reuters.

•We will hold our first Investor Day on September 10, 2024, in downtown Detroit. The event will feature presentations and engagement opportunities with Rocket Companies’ leadership, immersive demo experiences, and a tour of downtown Detroit and our Company. The event will be held in person, and a webcast will be available on our Investor Relations website.

Rocket Corporate Responsibility: For-More-Than-Profit

•In June, we published our 2023 ESG report, which highlights Rocket's commitment to being a For-More-Than-Profit organization and our commitment to our clients, communities and team members. The report can be found on the Social Impact tab of our Investor Relations website.

•Rocket Mortgage held its sixth annual Rocket Mortgage Classic event from June 25 to June 30, 2024 at the Detroit Golf Club. Since 2019, the Rocket Mortgage Classic has raised over $8.4 million for local charitable organizations, including $4.3 million for the "Changing the Course" initiative to connect Detroit residents to high-speed internet, digital devices and digital literacy training.

•Rocket Community Fund, a partner company, announced a $320,000 investment in Black Tech Saturdays, an organization that aims to promote diversity and inclusion in the tech industry through workshops, training programs and community outreach in Detroit. In June, Rocket Community Fund collaborated with Microsoft, Black Tech Saturdays and Sistah’s Reachin’ Out to host AI Explained, an event focused on raising awareness of generative AI and its benefits for nonprofits and small business owners.

•Rocket Community Fund, National Black Empowerment Council (NBEC), and Goodwill of North Georgia today announced the launch of the Homeownership Wealth Initiative, a pilot program offering comprehensive financial education and homeownership guidance for Atlanta residents.

Third Quarter 2024 Outlook2

In Q3 2024, we expect adjusted revenue between $1.15 billion to $1.3 billion.

2 Please see the section of this document titled “Non-GAAP Financial Measures” for more information.

Direct to Consumer

In the Direct to Consumer segment, clients have the ability to interact with the Rocket Mortgage app and/or with the Company’s mortgage bankers. The Company markets to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment derives revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. The segment also includes title insurance, appraisals and settlement services complementing the Company’s end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment and are viewed as an extension of the client experience. Servicing enables Rocket Mortgage to establish and maintain long term relationships with our clients, through multiple touchpoints at regular engagement intervals.

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DIRECT TO CONSUMER3
($ in millions)
Q2-24Q2-23YTD 24YTD 23
(Unaudited)(Unaudited)
Sold loan volume$13,032 $12,446$22,081$21,257
Sold loan gain on sale margin4.14 %3.67 %4.19 %3.69 %
Total revenue, net$981 $1,023$2,075$1,521
Adjusted revenue$909 $789$1,782$1,502
Contribution margin$375 $259$718$468

Partner Network

The Rocket Professional platform supports our Partner Network segment, where we leverage our superior client service and widely recognized brand to grow marketing and influencer relationships, and our mortgage broker partnerships through Rocket Pro TPO ("third party origination"). Our marketing partnerships consist of well-known consumer-focused companies that find value in our award-winning client experience and want to offer their clients mortgage solutions with our trusted, widely recognized brand. These organizations connect their clients directly to us through marketing channels and a referral process. Our influencer partnerships are typically with companies that employ licensed mortgage professionals that find value in our client experience, technology and efficient mortgage process, where mortgages may not be their primary offering. We also enable clients to start the mortgage process through the Rocket platform in the way that works best for them, including through a local mortgage broker.

PARTNER NETWORK3
($ in millions)
Q2-24Q2-23YTD 24YTD 23
(Unaudited)(Unaudited)
Sold loan volume$11,296$9,571$19,064$16,155
Sold loan gain on sale margin1.59 %0.93 %1.57 %0.89 %
Total revenue, net$188$122$358$211
Adjusted revenue$188$122$358$211
Contribution margin$126$56$241$79

3 We measure the performance of the Direct to Consumer and Partner Network segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted revenue less directly attributable expenses. Directly attributable expenses include salaries, commissions and team member benefits, general and administrative expenses, and other expenses, such as direct servicing costs and origination costs. A loan is considered "sold" when it is sold to investors on the secondary market. See "Summary Segment Results" section later in this document and the footnote on "Segments" in the "Notes to Consolidated Financial Statements" in the Company's forthcoming filing on Form 10-Q for more information.

Balance Sheet and Liquidity

Total available cash was $3.2 billion as of June 30, 2024, which includes $1.3 billion of cash and cash equivalents, and $1.9 billion of corporate cash used to self-fund loan originations. Additionally, we have access to $3.4 billion of undrawn lines of credit, and $2.0 billion of undrawn MSR lines of credit from financing facilities, for a total liquidity position of $8.6 billion as of June 30, 2024.

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BALANCE SHEET HIGHLIGHTS
($ in millions)
June 30, 2024December 31, 2023
(Unaudited)
Cash and cash equivalents$1,309 $1,108 
Mortgage servicing rights, at fair value$7,163 $6,440 
Funding facilities$7,022 $3,367 
Other financing facilities and debt$4,171 $4,237 
Total equity$8,814 $8,302 

Second Quarter Earnings Call

Rocket Companies will host a live conference call at 4:30 p.m. ET on August 1, 2024 to discuss its results for the quarter ended June 30, 2024. A live webcast of the event will be available online by clicking on the "Investor Info" section of our website. The webcast will also be available via rocketcompanies.com.

A replay of the webcast will be available on the Investor Relations site following the conclusion of the event.
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Condensed Consolidated Statements of Income (Loss)
($ In Thousands, Except Per Share Amounts)


Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(Unaudited)(Unaudited)
Revenue
Gain on sale of loans
Gain on sale of loans excluding fair value of originated MSRs, net$413,011 $279,629 $889,440 $544,632 
Fair value of originated MSRs345,545 314,840 568,342 519,400 
Gain on sale of loans, net758,556 594,469 1,457,782 1,064,032 
Loan servicing income
Servicing fee income354,677 343,591 700,423 709,976 
Change in fair value of MSRs(112,941)42,377 (56,433)(355,902)
Loan servicing income, net241,736 385,968 643,990 354,074 
Interest income
Interest income112,415 80,757 201,395 147,501 
Interest expense on funding facilities(81,293)(59,512)(132,736)(94,624)
Interest income, net31,122 21,245 68,659 52,877 
Other income269,308 234,545 514,007 431,312 
Total revenue, net1,300,722 1,236,227 2,684,438 1,902,295 
Expenses
Salaries, commissions and team member benefits553,420 579,139 1,094,516 1,182,914 
General and administrative expenses232,952 200,425 469,617 395,815 
Marketing and advertising expenses210,937 218,843 417,233 400,447 
Depreciation and amortization28,009 25,357 55,026 56,042 
Interest and amortization expense on non-funding debt38,364 38,334 76,729 76,667 
Other expenses44,998 35,759 80,905 68,027 
Total expenses1,108,680 1,097,857 2,194,026 2,179,912 
Income (loss) before income taxes192,042 138,370 490,412 (277,617)
(Provision for) benefit from income taxes(14,117)782 (21,773)5,286 
Net income (loss)177,925 139,152 468,639 (272,331)
Net (income) loss attributable to non-controlling interest(176,630)(131,714)(451,129)261,246 
Net income (loss) attributable to Rocket Companies$1,295 $7,438 $17,510 $(11,085)
Earnings (loss) per share of Class A common stock
Basic$0.01 $0.06 $0.13 $(0.09)
Diluted$0.01 $0.05 $0.13 $(0.11)
Weighted average shares outstanding
Basic139,647,845 126,740,748 138,319,794 125,742,282 
Diluted139,647,845 1,979,450,651 138,319,794 1,977,148,197 
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Condensed Consolidated Balance Sheets
($ In Thousands)

June 30,
2024		December 31,
2023
Assets(Unaudited)
Cash and cash equivalents$1,309,494 $1,108,466 
Restricted cash27,764 28,366 
Mortgage loans held for sale, at fair value9,486,922 6,542,232 
Interest rate lock commitments (“IRLCs”), at fair value170,381 132,870 
Mortgage servicing rights (“MSRs”), at fair value7,162,690 6,439,787 
Notes receivable and due from affiliates14,325 19,530 
Property and equipment, net 233,257 250,856 
Deferred tax asset, net528,104 550,149 
Lease right of use assets314,683 347,696 
Forward commitments, at fair value13,025 26,614 
Loans subject to repurchase right from Ginnie Mae1,945,022 1,533,387 
Goodwill and intangible assets, net1,239,819 1,236,765 
Other assets1,203,228 1,015,022 
Total assets$23,648,714 $19,231,740 
Liabilities and equity
Liabilities:
Funding facilities$7,022,439 $3,367,383 
Other financing facilities and debt:
Senior Notes, net4,036,187 4,033,448 
Early buy out facility134,615 203,208 
Accounts payable205,949 171,350 
Lease liabilities356,050 393,882 
Forward commitments, at fair value8,508 142,988 
Investor reserves94,362 92,389 
Notes payable and due to affiliates31,743 31,006 
Tax receivable agreement liability584,695 584,695 
Loans subject to repurchase right from Ginnie Mae1,945,022 1,533,387 
Other liabilities415,223 376,294 
Total liabilities$14,834,793 $10,930,030 
Equity
Class A common stock$1 $1 
Class B common stock— — 
Class C common stock— — 
Class D common stock19 19 
Additional paid-in capital357,610 340,532 
Retained earnings300,958 284,296 
Accumulated other comprehensive income85 52 
Non-controlling interest8,155,248 7,676,810 
Total equity8,813,921 8,301,710 
Total liabilities and equity$23,648,714 $19,231,740 

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Summary Segment Results for the Three and Six Months Ended June 30, 2024 and 2023
($ in millions)
(Unaudited)

Three Months Ended June 30, 2024Direct to
 Consumer		Partner
 Network		Segments TotalAll OtherTotal
Total U.S. GAAP Revenue, net$981 $188 $1,169 $132 $1,301 
Change in fair value of MSRs due to valuation assumptions, net of hedges(73)— (73)— (73)
Adjusted revenue$909 $188 $1,097 $132 $1,228 
Less: Directly attributable expenses534 62 596 89 684 
Contribution margin (1)$375 $126 $501 $43 $544 
Three Months Ended June 30, 2023Direct to ConsumerPartner NetworkSegments TotalAll OtherTotal
Total U.S. GAAP Revenue, net$1,023 $122 $1,146 $90 $1,236 
Change in fair value of MSRs due to valuation assumptions, net of hedges(235)— (235)— (235)
Adjusted revenue$789 $122 $911 $90 $1,002 
Less: Directly attributable expenses529 66 596 70 665 
Contribution margin (1)$259 $56 $316 $21 $336 
Six Months Ended June 30, 2024Direct to ConsumerPartner NetworkSegments TotalAll OtherTotal
Total U.S. GAAP Revenue, net$2,075 $358 $2,433 $251 $2,684 
Change in fair value of MSRs due to valuation assumptions, net of hedges(293)— (293)— (293)
Adjusted revenue
$1,782 $358 $2,140 $251 $2,391 
Less: Directly attributable expenses1,064 117 1,181 178 1,359 
Contribution margin (1)$718 $241 $959 $73 $1,032 
Six Months Ended June 30, 2023Direct to ConsumerPartner NetworkSegments TotalAll OtherTotal
Total U.S. GAAP Revenue, net$1,521 $211 $1,732 $170 $1,902 
Change in fair value of MSRs due to valuation assumptions, net of hedges(18)— (18)— (18)
Adjusted revenue
$1,502 $211 $1,713 $170 $1,884 
Less: Directly attributable expenses1,035 132 1,167 146 1,313 
Contribution margin (1)$468 $79 $547 $24 $571 

(1)     We measure the performance of the segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted revenue less directly attributable expenses. Adjusted revenue is a non-GAAP financial measure described below. Directly attributable expenses include salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising expenses and other expenses, such as direct servicing costs and origination costs.

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GAAP to Non-GAAP Reconciliations

Adjusted Revenue Reconciliation
($ in millions)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(Unaudited)(Unaudited)
Total revenue, net$1,301 $1,236 $2,684 $1,902 
Change in fair value of MSRs due to valuation assumptions, net of hedges (1)(73)(235)(293)(18)
Adjusted revenue$1,228 $1,002 $2,391 $1,884 

(1)    Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the effects of contractual prepayment protection associated with sales or purchases of MSRs.

Adjusted Net Income (Loss) Reconciliation
($ in millions)

Three Months Ended June 30,
Six Months Ended June 30,
2024202320242023
(Unaudited)(Unaudited)
Net income (loss) attributable to Rocket Companies$1 $7 $18 $(11)
Net income (loss) impact from pro forma conversion of Class D common shares to Class A common shares (1)177 132 452 (260)
Adjustment to the (provision for) benefit from income tax (2)(33)(35)(98)62 
Tax-effected net income (loss) (2)145 105 371 (209)
Share-based compensation expense39 51 70 103 
Change in fair value of MSRs due to valuation assumptions, net of hedges (3)(73)(235)(293)(18)
Tax impact of adjustments (4)8 45 54 (20)
Other tax adjustments (5)1 1 2 2 
Adjusted net income (loss)$121 $(33)$205 $(144)

(1)    Reflects net income (loss) to Class A common stock from pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders as of June 30, 2024 and 2023.

(2)     Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable income (loss) of Holdings. The adjustment to the (provision for) benefit from income tax reflects the difference between (a) the income tax computed using the effective tax rates below applied to the income (loss) before income taxes assuming Rocket Companies, Inc. owns 100% of the non-voting common interest units of Holdings and (b) the provision for (benefit from) income taxes. The effective income tax rate was 24.40% for the three and six months ended June 30, 2024 and 24.29% for the three and six months ended June 30, 2023, respectively.

(3)    Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the effects of contractual prepayment protection associated with sales or purchases of MSRs.

(4)    Tax impact of adjustments gives effect to the income tax related to share-based compensation expense, and the change in fair value of MSRs due to valuation assumptions, at the effective tax rates for each quarter.

(5)    Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from the purchase of Holdings units, net of payment obligations under Tax Receivable Agreement.

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Adjusted Diluted Weighted Average Shares Outstanding Reconciliation
($ in millions, except per share amounts)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(Unaudited)(Unaudited)
Diluted weighted average Class A Common shares outstanding 139,647,8451,979,450,651138,319,794 1,977,148,197 
Assumed pro forma conversion of Class D shares (1)1,848,879,483—1,848,879,483 — 
Adjusted diluted weighted average shares outstanding1,988,527,3281,979,450,6511,987,199,277 1,977,148,197 
Adjusted net income (loss)$121$(33)$205 $(144)
Adjusted diluted earnings (loss) per share$0.06$(0.02)$0.10 $(0.07)

(1)    Reflects the pro forma exchange and conversion of anti-dilutive Class D common stock to Class A common stock for the three and six months ended June 30, 2024. For the three and six months ended June 30, 2023, Class D common shares were dilutive and are included in the Diluted weighted average Class A common shares outstanding in the table above.

Adjusted EBITDA Reconciliation
($ in millions)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(Unaudited)(Unaudited)
Net income (loss)$178 $139 $469 $(272)
Interest and amortization expense on non-funding debt38 38 77 77 
Provision for (benefit from) income taxes14 (1)22 (5)
Depreciation and amortization28 25 55 56 
Share-based compensation expense39 51 70 103 
Change in fair value of MSRs due to valuation assumptions, net of hedges (1)(73)(235)(293)(18)
Adjusted EBITDA$225 $18 $399 $(61)

(1)    Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the effects of contractual prepayment protection associated with sales or purchases of MSRs.

Non-GAAP Financial Measures

To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted revenue, Adjusted net income (loss), Adjusted diluted earnings (loss) per share and Adjusted EBITDA (collectively “our non-GAAP financial measures”) as non-GAAP measures. We believe that the presentation of our non-GAAP financial measures provides useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Our non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income (loss), or any other operating performance measure
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calculated in accordance with GAAP. Other companies may define non-GAAP financial measures differently, and as a result, our measures of our non-GAAP financial measures may not be directly comparable to those of other companies. Our non-GAAP financial measures provide indicators of performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures.

We define “Adjusted revenue” as total revenues net of the change in fair value of mortgage servicing rights (“MSRs”) due to valuation assumptions, net of hedges. We define “Adjusted net income (loss)” as tax-effected net income (loss) before share-based compensation expense, the change in fair value of MSRs due to valuation assumptions, net of hedges and the tax effects of those adjustments as applicable. We define “Adjusted diluted earnings (loss) per share” as Adjusted net income (loss) divided by the adjusted diluted weighted average shares outstanding which includes diluted weighted average Class A common stock and the assumed pro forma exchange and conversion of Class D common stock outstanding for the applicable period presented. We define “Adjusted EBITDA” as net income (loss) before interest and amortization expense on non-funding debt, income tax, depreciation and amortization, share-based compensation expense, and change in fair value of MSRs due to valuation assumptions, net of hedges.

We exclude from each of our non-GAAP financial measures the change in fair value of MSRs due to valuation assumptions, net of hedges, as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, which is not indicative of our performance or results of operation. We also exclude effects of contractual prepayment protection associated with sales of MSRs. Adjusted EBITDA includes Interest expense on funding facilities, which are recorded as a component of Interest income, net, as these expenses are a direct cost driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

Our definitions of each of our non-GAAP financial measures allow us to add back certain cash and non-cash charges, and deduct certain gains that are included in calculating Total revenue, net, Net income (loss) attributable to Rocket Companies or Net income (loss). However, these expenses and gains vary greatly, and are difficult to predict. From time to time in the future, we may include or exclude other items if we believe that doing so is consistent with the goal of providing useful information to investors.

Although we use our non-GAAP financial measures to assess the performance of our business, such use is limited because they do not include certain material costs necessary to operate our business. Our non-GAAP financial measures can represent the effect of long-term strategies as opposed to short-term results. Our presentation of our non-GAAP financial measures should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because of these limitations, our non-GAAP financial measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

For financial outlook information, the Company is not providing a quantitative reconciliation of adjusted revenue to the most directly comparable GAAP measure because the GAAP measure cannot be reliably estimated and the reconciliation cannot be performed without unreasonable effort due to their dependence on future uncertainties and adjusting items that the Company cannot reasonably predict at this time but which may be material.

Forward Looking Statements

Some of the statements contained in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as "anticipate,"
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"believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this document and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission ("SEC"). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and in our SEC filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

About Rocket Companies

Founded in 1985, Rocket Companies (NYSE: RKT) is a Detroit-based fintech platform company consisting of personal finance and consumer technology brands including Rocket Mortgage, Rocket Homes, Amrock Title and Settlement Services, Rocket Money and Rocket Loans.

With more than 65 million call logs each year, 10 petabytes of data and a mission to Help Everyone Home, Rocket Companies is well positioned to be the destination for AI-fueled homeownership. Known for providing exceptional client experiences, J.D. Power has ranked Rocket Mortgage #1 in client satisfaction for primary mortgage origination and mortgage servicing a total of 22 times – the most of any mortgage lender.

For more information, please visit our Corporate Website or Investor Relations Website.

Investor Relations Contact:
Sharon Ng
ir@rocketcompanies.com
(313) 769-2058

Media Contact:
Aaron Emerson
aaronemerson@rocketcompanies.com
(313) 373-3035


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Aug. 01, 2024
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Entity Registrant Name Rocket Companies, Inc.
Entity Central Index Key 0001805284
Entity Incorporation, State or Country Code DE
Entity File Number 001-39432
Entity Tax Identification Number 84-4946470
Entity Address, Address Line One 1050 Woodward Avenue
Entity Address, City or Town Detroit
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48226
City Area Code 313
Local Phone Number 373-7990
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Title of 12(b) Security Class A common stock, par value $0.00001 per share
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